China Securities Co.Ltd(601066)
About Zte Corporation(000063)
2021 annual recommendation work report
Sponsor name: China Securities Co.Ltd(601066) sponsor company abbreviation: Zte Corporation(000063)
Name of sponsor representative: Wu Chunlei Tel: 075523953851
Name of sponsor representative: Qiu Ronghui Tel: 075523619561
1、 Overview of sponsor work
Project work content
1. Review of the company’s information disclosure
(1) Whether the company’s information disclosure documents are reviewed in time
(2) The number of times that the company’s information disclosure documents are not reviewed in time is none
2. Supervise the company’s establishment, improvement and effective implementation of rules and regulations (1) whether to supervise the company to establish and improve rules and regulations (including but not limited to)
It is not limited to the system of preventing related parties from occupying the company’s resources
Fund management system, internal control system, internal audit system and related party transaction system)
(2) Whether the company effectively implements relevant rules and regulations is
3. Supervision of raised funds
(1) Query the number of special accounts for raised funds of the company 1 (the special account was cancelled in February 2021)
(2) Is the progress of the company’s fund-raising project consistent with the information disclosure document
Consistency of parts 4 Corporate governance supervision
(1) Number of attending the general meeting of shareholders 1
(2) Times of attending the board of directors of the company 1
(3) The number of attending the board of supervisors of the company as nonvoting delegates was none (all of them reviewed the meeting proposal before or after the meeting)
5. On site inspection
(1) Number of on-site inspections 1
(2) Whether the on-site inspection report is submitted in accordance with the provisions of the exchange yes
(3) The main problems found in the on-site inspection and the rectification are none
6. Special opinions issued
(1) Number of special opinions issued 11 (issued as a sponsor)
(2) The issues involved in issuing non consenting opinions and concluding comments are not applicable
7. Report to the Institute (except for the on-site inspection report)
(1) No number of reports to the exchange
(2) The main contents of the report are not applicable
(3) The progress or rectification of the reported items is not applicable
8. Pay attention to the performance of duties
(1) Are there any matters needing attention? No
(2) The main contents of the concerns are not applicable
(3) The progress or rectification of concerns is not applicable
9. Whether the records and custody of the working papers of the recommendation business are in compliance
10. Training for listed companies
(1) Training times 1
(2) Training date: December 16, 2021
The main contents of information disclosure and regulation (3) training of Listed Companies in the rules such as the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen stock exchange include: operation, insider trading, directors of listed companies The code of conduct of supervisors and senior managers, the suspension and resumption system, the internal submission of major information, the use of raised funds and other relevant provisions
11. There is no other recommendation work that needs to be explained
2、 Problems found by the sponsor and measures taken
Problems and measures taken
1. Information disclosure is not applicable
2. The establishment and implementation of the company’s internal system are all applicable
3. The operation of the “three sessions” is applicable
4. Changes in controlling shareholders and actual controllers are applicable
5. The deposit and use of raised funds are applicable
6. Connected transactions are not applicable
7. All external guarantees are applicable
8. The purchase and sale of assets are applicable
9. Other business categories and important matters (including
Foreign investment, venture capital, entrusted financial management and all are applicable
Financial assistance, hedging, etc.)
10. The issuer or the securities service employed by the issuer is applicable
11. Cooperation of financial institutions with recommendation work Others (including business environment and business development)
Exhibition, financial status, management status and core are all applicable
Major changes in technology)
3、 Performance of commitments of the company and shareholders
Whether the commitments of the company and shareholders have not been fulfilled, the original reasons for fulfilling the commitments and Solutions
The commitment of ZTE new, the controlling shareholder of the company, to avoid horizontal competition is not applicable
The commitment of ZTE new, the controlling shareholder of the company, on share reduction is not applicable
ZTE new, the controlling shareholder of the company, does not apply to the diluted spot of non-public offering of a shares
In return, taking remedial measures can effectively fulfill the commitments made
The dilution of non-public offering of A-Shares by directors and senior managers of the company is not applicable
The commitment made by the company on the non-public offering of A-Shares can be effectively fulfilled by taking filling measures for immediate return. Before the use of the funds raised by the company on the non-public offering of A-Shares is completed or raised
It is not applicable that no new capital investment will be added to such financial business within 36 months after the funds are collected
Commitment of the company, ZTE microelectronics, directors, supervisors, senior managers
The controlling shareholders ZTE Xin, Hengjian Xinxin, Huitong Rongxin and ZTE microelectronics directors are not applicable
The directors, supervisors and senior managers promise to provide true, accurate and complete information on issuing shares to purchase assets and raising supporting funds
Hengjian Xinxin and Huitong Rongxin do not apply to the issue of shares to purchase assets and raise supporting funds
Commitment of capital share locking
Hengjian Xinxin and Huitong Rongxin do not apply to the issue of shares to purchase assets and raise supporting funds
Commitment on ownership status of capital subject assets
Hengjian Xinxin and Huitong Rongxin do not apply to the issue of shares to purchase assets and raise supporting funds
Commitment of funds to maintain the independence of listed companies ZTE, the controlling shareholder of the company, issued shares to purchase assets and raised supporting funds
It is not applicable to dilute the immediate return of funds and take filling measures that can be effectively implemented
Commitment of the directors and senior managers of the company to issue shares, purchase assets and raise funds
It is not applicable that matching funds can be effectively implemented by diluting the immediate return and taking filling measures
Commitments made
ZTE, the controlling shareholder of the company, the directors and senior managers of the company are not applicable to the shares
Commitment to share reduction plan
Note: ZTE new refers to ZTE New Communication Co., Ltd. and ZTE microelectronics refers to Shenzhen ZTE Microelectronics Technology Co., Ltd. and Hengjian
Xinxin refers to Guangdong Hengjian Xinxin investment partnership (limited partnership), and Huitong Rongxin refers to Shenzhen Huitong Rongxin Investment Co., Ltd
(it has been renamed “Shenzhen Nanshan strategic emerging industry Investment Co., Ltd.”).
4、 Other matters
Description of report items
1. The change of sponsor representative and its reasons are not applicable
2. During the reporting period, the CSRC and the bourse are not applicable to the sponsors or their guarantees
Matters of supervision measures taken by the recommended company and rectification
3. Other major matters to be reported none
